Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI Act"), Shoreline Bank, Benton Harbor, Michigan ("Shoreline"), an insured state nonmember bank with total resources of $956,092,000 and total deposits of $789,656,000 as of March 31, 1999, has filed an application for the Corporation's consent to purchase certain assets and assume certain liabilities of the Sister Lakes, Michigan branch of Huntington National Bank, Columbus, Ohio ("Huntington"), a national bank with total resources of $28,412,848,000 and total deposits of $19,203,416,000 as of March 31, 1999, and to establish the office as a branch of Shoreline. Notice of the proposed transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act. Both institutions are members of the Bank Insurance Fund.

A review of available information revealed no inconsistencies with the purposes of the Community Reinvestment Act. The resultant institution is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the application, the Corporation has taken into consideration the competitive effects of the proposed transaction, which will increase Shoreline's market share in the relevant geographic market by less than one-half of one percent, from 30.01 to 30.47 percent, increasing the HHI by 24 points from 1,766 to 1,790. Also taken into consideration were the financial and managerial resources and future prospects of the proponent banks and resultant bank, and the convenience and needs of the community to be served.

Having found favorably on these statutory factors and having considered other relevant information, including any reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Director of the Office of Thrift Supervision, and the Attorney General of the United States, it is the Corporation's judgement that the application should be and hereby is approved.

The transaction shall not be consummated before the fifteenth calendar day following the date of this Order or no later than six months after the date of this Order unless such period is extended for good cause by the Corporation. Until the proposed transaction becomes effective, the Corporation shall have the right to alter, suspend, or withdraw its approval should any interim development be deemed to warrant such action.

By Order of the Associate Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the Corporation.